Change of Registered office clause

1. S 12-1) change of registered office from one premise to another premise in the same city, town or village special resolution of directors-within 15 days to intimate ROC regarding it.

2. Change from one town, city or village to another.
   • A special resolution to be passed with a general meeting with shareholders.
   • Confirmation of regional director.
   • As per Rule 28, shifting of registered office shall not be allowed if any inquiry, inspection or investigation has been initiated against the Co.

• Copy of special resolution & confirmation by Regional Directors to be filed with ROC.
• ROC will register the same & certify the registration within 30 days from the date of filing of such confirmation.
• Not necessary that it has to be conducted at the same registered office, as was held in the case of In Re Metal Box India Ltd.

3. Change of registered office from one state to another state- is a more elaborate procedure

• Passing a special resolution.
• Settlement of list of creditors including debenture holders
• Obtaining the consent of creditors, if anyone objects his debt/claim should be discharged or determined or secured to the satisfaction of the Central Govt.
• Shifting of a registered office cannot be opposed by the state on the grounds of loss of revenue according to In Re Orissa chemicals and distilleries case, in which it was further held that shifting on registered office not only affects the shareholders but also the creditors and dealers, hence a proper special resolution must be passed to do such activity.
• Obtain confirmation from the Central Govt- For obtaining confirmation from the central govt an application shall be filed with the central govt, with the prescribed fee and specified documents.
• It should be signed by the company secretary of the co & not less than 2 directors of the Co, one of whom shall be the managing director.
• An affidavit from the directors of the Co that no employee shall be retrenched as a consequence of shifting has to be made.
• A copy of the acknowledgment of the ROC & chief secretary of the state regarding the application.
• Co must keep an authenticated copy of the list of creditors at the registered office an objection of any person whose interest is affected by the proposed application is received, a copy of that should be made to the central govt.
• Order of Confirmation from the central govt & filing of order with ROC.

This Article Does Not Intend To Hurt The Sentiments Of Any Individual Community, Sect, Or Religion Etcetera. This Article Is Based Purely On The Authors Personal Views And Opinions In The Exercise Of The Fundamental Right Guaranteed Under Article 19(1)(A) And Other Related Laws Being Force In India, For The Time Being.